Viceroy Hotels Ltd Directors Report.

Dear Members,

The Directors present the 55th Annual Report of Viceroy Hotels Limited along with the Audited Statement of Accounts of the Company for the year ended 31st March, 2020.

PERFORMANCE/FINANCIAL RESULTS

The financial performance of the Company, forthe year ended March 31, 2020 is summarized below:

PARTICULARS

STANDALONE

CONSOLIDATED

2019-20 2018-19 2019-20 2018-19
Income from Operations 8811.37 8808.54 12238.58 12242.67
Other Income 25.58 44.64 458.11 308.85
Total Revenue 8836.95 8853.18 12696.69 12551.53
Profit/Loss before Interest and Depreciation 220.36 (2.58) (388.00) (52.77)
Interest 52.18 72.71 77.10 242.01
Depreciation 892.76 917.74 1049.30 1083.48
Profit before Tax and Extraordinary Items (724.58) (289.33) (1514.40) (1378.26)
Exceptional Items 0 0 0 0
Provision for Current Tax 0 0 0 0
Deferred Tax 195.47 255.94 171.22 197.47
Profit after Tax (920.05) (1248.97) (1685.62) (1575.73)

PERFORMANCE HIGHLIGHTS

Your Company achieved a gross turnover of Rs. 88,11,37,280 /- for the period ended March 31, 2020 as against Rs. 88,08,53,887/- forthe previous year ended March 31,2019. On an annualized basis, turnover for the current period ended March 31,2019 increased by 0.03% percent as compared to the previous period. But forthe last quarter sales was decreased26.40comparedtolastyearofsame period.

COVID-19 PANDEMIC

On March 11,2020, the WHO (World Health Organization) declared Covid-19 outbreak as a pandemic. The lockdowns and restrictions imposed on various activities due to COVID-19 pandemic have posed challenges on the businesses of Company. As on 31st March 2020, the Company faces significant economic uncertainties due to COVID-19 which have impacted the operations particularly minimal occupancy in hotels and reduction in average realization rate per room and revenue from Restaurant & Banquets. The ongoing COVID-19 pandemic and the worldwide reaction to it has compelled companies to radically rethink their strategies and the way they operate. The increasing need among the companies is to perform tasks ontime, within budgetandwith right resources.

APPOINTMENT OF RESOLUTION PROFESSIONAL

National Company Law Tribunal (NCLT) has initiated Corporate Insolvency Resolution Process (CIRP) in respect of Viceroy Hotels Limited ("the Company") underthe provisions of the Insolvencyand Bankruptcy Code, 2016 ("the Code") with effect from March 12, 2018.

In this connection, Mr. CMAKaruchola Koteswara Rao(IP Registration No. IBBI/IPA-003/IP-N00039/2017-18/10301) has been appointed as an Interim Resolution Professional (IRP) to carry out the activities relating to CIRP as per the rules, regulationsand guidelines prescribed by the Code.

The Committee of Creditors (COC) in its first meeting held on 09/04/2018 appointed Mr. Karuchola Koteswara Rao (who was appointed as IRP pursuant to an order of the Honorable National Company Law Tribunal, Hyderabad Bench (NCLT) dated 12th March, 2018) as RP of the company.

During this period, the NCLT has prescribed moratorium period for prohibiting all of thefollowing namely:

I. The institution of suits or continuation of pending suits or proceedings against the corporate debtor including executionof anyjudgment, decreeororderinanycourtoflaw, tribunal, arbitration panelorother authority.

II. Transferring, encumbering, alienating, or disposing of by the corporate debtor any of its assets or any legal right or beneficial interest therein.

III. Anyactiontoforeclose recoverorenforceanysecurity interestcreated bythecorporatedebtorin respectofits property including any action under the securitization and reconstruction of financial assets and enforcement of securityinterest act, 2002.

IV. The recovery of any property by owner or lessor where such property is occupied by or in the possession of the corporate debtor.

As per Section 17 of the Insolvency and Bankruptcy Code from the date of appointment of the interim Resolution Professional -

a) the management affairs of the company shall vest in the resolution professional.

b) the power of the board of directors company shall stand suspended and be exercised by the Resolution Professional.

c) the officers and managers of the company shall report to the resolution professional and provide access to such documents and records of the company as may be required by the interim resolution professional.

d) the financial institutions maintaining accounts of the company shall act on the instructions of the interim resolution professional in relating to such accounts furnish all information relating to the company available with them to the Resolution Professional.

As per the provisions of the Insolvency and Bankruptcy Code, 2016 (IBC) the Committee of Creditors of M/s Viceroy Hotels Limited has been approved by the resolution plan submitted by M/s CFM Asset Reconstruction Company Private Limited through e-voting process (19thMarch, 2019 - 4.00 p.m to 20th March, 2019- 4.00 p.m.) identified as a successful resolution applicant, subject to approval of the Honble NCLT, Hyderabad bench.

DIVIDEND

In view of loss incurred by your Company, your directors (RP) regret and express their inability to recommend dividend for the period ended March 31,2020.

TRANSFERTORESERVES

For the financial year ended 31st March, 2020, the Company has not transferred any amount to General Reserve Account.

SUBSIDIARIES

The Company has 5 subsidiaries as on March 31,2020. There has been no material change in the nature of the business of the subsidiaries. The Consolidated Financial Statements prepared by the Company include the financial information of subsidiary companies, namely Cafe D Lake Private Limited, Crustum Products Private Limited, Viceroy Chennai Hotels & Resorts Private Limited, Minerva Hospitalities Private Limited and Banjara Hospitalities Private Limited.

Cafe D Lake Private Limited:

The application filed by the Tourism Finance Corporation of India Ltd againstthe Cafe Dlake Private Limited under Sec. 7 of the Insolvency Bankruptcy Code 2016 for nonpayment of Loans and an Order has been received by the company from NCLT.

The Honble National Company Law Tribunal (NCLT) vide its order dated 18th March, 2019 had initiated Corporate Insolvency Resolution Process under the provisions of the Insolvency and Bankruptcy Code, 2016 (the Code) in respect of M/s. Cafe Dlake Private Limited, wholly owned subsidiary of the Company.

Cafe d Lake Pvt Ltd. approached TFCI for One-time Settlement and repaid the loan same after that Tourism Finance

Corporation of India Limited has withdrawn the Corporate Insolvency Resolution Process ("CIRP") as per the Honorable National Company Law Tribunal, Hyderabad Bench ("NCLT") orderdated 10th January, 2020.

M/s Cafe DLake Private Limited which operates all the restaurants businesses of Minerva Coffee-shop, Blue Fox Bar & Restaurant, Eat Street and Water Front has achieved a turnover of Rs. 34.27 crores for the year ended 31st March, 2020 against Rs.34.34 Crores for previous year. However, there was a net Loss of Rs. 6.96 Crores for the year ended 31st March, 2020 as against the loss of Rs. 2.61 Crores forthe previous years.

Crustum Products Private Limited:

During the year under review there is no income from operations. The net loss for the year ended 31st March, 2020 is Rs. 0.23 Lakhs as against net loss of Rs. 115.47 Lakhs in the previous year.

Viceroy Chennai Hotels & Resorts Private Limited:

Viceroy Chennai Hotels & Resorts Private Limited has no operations commenced as on date.

Minerva Hospitalities Private Limited:

Minerva Hospitalities Private Limited has not commenced operations as on date.

Banjara Hospitalities Private Limited

Banjara Hospitalities Private Limited has not commenced operations as on date.

DETAILS OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THEYEAR

During the Financial Year 2019-20, no company ceased to be subsidiary of the company and your company does not have any associates orjointventures.

CONSOLIDATED FINANCIAL STATEMENTS

As required pursuant to the provisions of Section 129 of the Companies Act, 2013, and the Securities and Exchange Board of India (Listing Regulations and Disclosure Requirements) Regulations, 2015, the Consolidated Financial Statements of the Company are prepared in accordance with the Accounting Standards issued by the Institute of Chartered Accountants of India on the basis of the audited financial statements of the Company and its subsidiaries.

The Statement containing salient features of the financial statements of the subsidiaries in Form AOC-1 is attached as ‘AnnexureItothis Annual Report.

BOARDOFDIRECTORS

Consequent to an order of the Honorable National Company Law Tribunal, Hyderabad Bench (NCLT) dated 12th March, 2018, the Company is currently under Corporate Insolvency Resolution Process (CIRP) as per the provisions of the Insolvency and Bankruptcy Code, 2016 (IBC) and as per Section 17 of the Code, the powers of the Board of Directors of Viceroy Hotels Limited (Corporate Debtor) stands suspended and such powers shall be vested with Mr. Karuchola KoteswaraRao, Resolution Professional.

Mr. PChakradhar Reddy Resigned as director of the company w.e.f 17/04/2019 and the same has been accepted.

KEY MANAGERIAL PERSONNEL

There is no change in the Key managerial Personnel of the Company during the year under review.

However, Mrs. Sonam Jaiswal has resigned as the company secretary and the compliance officer of the company w.e.f 29.05.2019.

Mr. Sreedhar Sing has been appointed as compliance officer of the company w.e.f. 29/05/2019.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of the Company confirming that they fulfill the criteria of independence as prescribed under subsection (6) of Section 149 of the Companies Act, 2013, and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015.

MEETINGS

During the year, four meetings of the Board of Directors (RP) were held as more particularly disclosed in the attached Report on Corporate Governance. The intervening gap between any two meetings was within the prescribed period.

The number and dates of meetings held by the Board (RP) and its Committees, attendance of Directors and details of remuneration paid to them is given separately in Corporate Governance Report in terms of Section 134(3)(b) of the Companies Act, 2013.

BOARD EVALUATION

As mandated under the Companies Act, 2013, and the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the annual performance evaluation of the Directors individually vis-a-visthe Board and its committees have been carried out. The mannerof such evaluation has been disclosed in the Corporate Governance Report.

In terms of Section 17 of the Code, on commencement of the Corporate Insolvency Resolution Process (CIRP), the powers of the Board of Directors of VHL stands suspended and the same are being exercised by Mr. Karuchola Koteswara Rao. The management of the affairs of VHL has been vested with Mr. Karuchola Koteswara Rao.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 (5) of the Companies Act, 2013, your Directors (RP) confirm that to the best of their knowledge and belief and according to the information and explanation available to them,

I. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

II. Such accounting policies as mentioned in the notes to the financial statements have been selected and applied consistently and judgments and estimates that are reasonable and prudent made so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 2019-20 and of the statement of profit of the Company for that period;

III. Properand sufficient care has been taken forthe maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

IV. The annual accounts forthe year 2019-20 have been prepared on agoing concern basis;

V. That the proper internal financial controls were in place and that the financial controls were adequate and were operating effectively. That systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

SHARE CAPITAL

The paid up Equity Share Capital as on March 31,2020 was Rs. 42,40,52,240. During the year under review the company has not issued any shares or any convertible instruments.

CHANGE IN NATURE OF BUSINESS

There is no change in the nature of business during the year.

MATERIALCHANGESANDCOMMITMENTS

In terms of Section 17 of the Code, on commencement of the Corporate Insolvency Resolution Process (CIRP), the powers of the Board of Directors of VHL stands suspended and the same are being exercised by Mr. Karuchola Koteswara Rao. The management of the affairs of VHL has been vested with Mr. Karuchola Koteswara Rao. On March 11,2020, the World Health Organization (WHO) declared COVID-19 outbreak as a pandemic. Responding to the potentially serious threat that this pandemic has to public health, the Indian Government has taken a series of measures to contain the outbreak, which included imposing multiple ‘lock-downs across the country, from March 22,2020 which was extended in in a phased manner till May 31, 2020. All businesses and services except those catering towards essential services had been closed during the period of lockdown. However, in orderto mitigate the economic and social hardships induced by the COVID-19 pandemic and resultant lock-down, there has been a partial lifting of lock-down and dilution of stringent measures imposed since the beginning of June 2020. The hotel business has been severely impacted on account of COVID-19. Many of the hotels have been closed since the mandated lockdown from March 22, 2020. The Company is currently operating a few hotels with low occupancy and expects all the hotels to become operational in a staggered manner depending upon the business environment.

However, revenues are expected to be softer in the initial phase after the lifting of the lockdown mainly due to lower occupancies arising out of reduced business and leisure travel.

The Company is taking all necessary measures to contain costs, rationalise resources taking initiatives to uplift revenue which includes invoking force majeure condition in the lease/license agreements in respect of leased/licenses hotel properties for waiver or deferment of lease rentals during the lockdown period, holding back on discretionary spending, postponing renovations and implementing various costoptimization measures.

The Company has assessed the potential impact of Covid-19 on the carrying value of property, plant and equipment, right of use assets, intangible assets, investments, trade receivables, inventories, and other current assets appearing in the financial statements of the Company. In developing the assumptions and estimates relating to the future uncertainties in the economic conditions because of this pandemic, the company has used internal and external sources of information and based on current estimates, expects to recover the carrying amounts of these assets and do not forsee any impairment in the values of these assets

POLICY ON DIRECTORSAPPOINTMENT AND REMUNERATIONANDOTHERDETAILS

The Board has, on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors and Senior Management personnel and fix their remuneration. The Remuneration Policy is posted on the website of the Company at the link: www.vicerovhotels.in

PARTICULARSOFLOANS, GUARANTEESAND INVESTMENTS

The particulars of loans, guarantees and investments under section 186 of Companies Act.2013, have been disclosed in the financial statements.

EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 92(3) of the Companies Act, 2013, read with Rule 12(1) of the

Companies (Management and Administration) Rules, 2014, an Extract of Annual Return as on the financial year ended on 31st March, 2020, in Form No. MGT-9 is annexed herewith and marked as ‘Annexure V forming part of this report.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointments Remuneration of Managerial Personnel) Rules, 2014 a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are provided in ‘Annexure VII to this report.

INTERNAL FINANCIAL CONTROL SYSTEMS ANDTHEIRADEQUACY

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures.

The details in respect of internal financial control and their adequacy are included in the Management Discussion & Analysis, which forms part of this report.

STATUTORYAUDITORS

M/s. P C N & Associates., Chartered Accountants, Firms Registration number: 016016S, were appointed as Statutory Auditors of the Company for a period of 5 Years from the Conclusion of 52 Annual General Meeting of the Company till the conclusion of 57 Annual General Meeting of the Company subject to ratification by members in every Annual General Meeting.

However, with the introduction of provisions of companies (Amendment) Act, 2017, ratification of appointment of Statutory Auditor has been omitted with effect from 7th May, 2018. Hence, the agenda for ratification of appointment of M/s. PCN & Associates., Chartered Accountants, as Statutory Auditors has not been proposed in the Notice convening the Annual General Meeting.

With reference to observations made in Auditors report, the notes of account is self-explanatory and therefore do not call for any further comments. The results for the year ended March 31,2020 have been subjected to an audit by the Statutory Auditors of the company and a qualified report has been issued by them thereon.

Qualifications ofAuditor fortheyear2019-2020:

a) Capital Work In progress:

The Company has converted capital work in progress into Fixed Assets during the F.Y 2017- 18 of an amount of Rs.111.94 Crores.However the company has not submitted us any valuation certificate towards capitalization of fixed assets of Rs.111.94 crores, and the depreciation claimed by the company towards such capitalization of fixed assets for the F.Y 2017-18 is Rs.358.34 Lakhs, F.Y 2018-19 Rs.599.98 Lakhs and FY 2019-20 is Rs. 601.63 Lakhs which increase the Loss to that Extent. As we could not obtain sufficient audit evidence in this regard and the capitalization is not in compliance with the generally accepted accounting principles we are unable to comment upon the true and fairview of the same.

The company has passed board resolution on 26-08-2017 for converting Capital work in progress of Rs. 111.94 Crores to fixed assets. The depreciation claimed by the company on capitalization of fixed assets for the F.Y 2017-18 is Rs.358.34 Lakhs, F.Y 2018- 19 Rs.599.98 Lakhs and FY 2019-20 is Rs. 601.63 Lakhs.

b) Forfeiture of advance:

The Company has forfeited an advance of amounting to Rs.134.65 Crores received from Mahal Hotel Private Limited, Bhagyanagar Investments and trading private limited and Ganga Industrial Corporation Limited in the F.Y 2013-14 and adjusted in slump sale proceeds as disclosed in the annual report of F.Y 2013-14. In the financial year 2017-18 again the company has recognised the forfeited advances in the books of accounts as liability which is not in line with the IND AS accounting policies, also the management of the company has not provided us any supporting document towards re recognition of such advances as liability in the books of accounts in the F.Y 2017-18. As per the Business transfer agreement (BTA) entered between Viceroy Hotels Limited and Mahal Hotels Limited dated 02nd April, 2011, the company M/s Viceroy Hotels Ltd received an advance of Rs.124.52 Crores (Included in above said advance Rs.,134.65 Crores).The date of termination of the agreement is 31.12.2011. Inthe event oftermination, the company is liable to repay the advance along with the interest @2% per month till the date of repayment. However no interest has been paid or provided by the company in its Books of Accounts since the termination of the agreement, which is not in line with the accounting principles. Hence we are unable to comment uponthe true and fairview of the same.

The company has forfeited an amount of Advance of Rs.134.65crores erroneously in the Financial year 2013-14 (Bhagyanagar Investment &Trading Private Limited- Rs.11.77 Crores, Ganga Industrial Corporation- Rs.0.65 Crores, Mahal Hotel Private Limited Rs.122.23 crores) and the same is taken back into the Books as Exceptional Itemin the FY 2017-18.

Directorate of Enforcement:

The Directorate of Enforcement made a Provisional Attachment Order in PAO No. 04/2019 dated 26.03.2019 passed by the Deputy Director, Directorate of Enforcement against the M/s Viceroy Hotels Limited of OC No.1118/2019 pending adjudication before the Honourable Adjudicating Authority, PMLA, 2002, from alienating the proceeds of crime in the form of movable and immovable properties which are involved in money laundering and the nonattachment may seriously affect and frustrate the proceedings under PMLA, 2002. The Directorate of Enforcement hasalso filed an application under Insolvency and Bankruptcy code 2016 against M/s Viceroy Hotels Limited in respect advances taken from Mahal Hotels Ltd and the same has been accepted by the Honble NCLT on dated 06-05-2019. The resolution professional has challenged the provisional attachment order of Enforcement Directorate, Chennai, before the Honble NCLT, Hyderabad on 08-04-2019. NCLT has raised the attachment of Enforcement Directorate, Chennai. Subsequently Directorate of Enforcement, Chennai has gone to High Court, Chennai vide their writ petition number: WP/29970/2019 which was declared in their favour. Then the resolution professional of Viceroy Hotels Limited has approached Supreme Court and at present it is pending at Supreme Court. vide order no SLP(C) no. 008259/2020

The company has received provisional attachmentof immovable and movable properties having avalue of Rs. 315.50 Crores from Directorate of Enforcement, Chennai on 26.03.2019. The resolution professional has challenged the provisional attachment order of Enforcement Directorate, Chennai, before the Honble NCLT, Hyderabad on 08-04-2019. NCLT has raised the attachment of Enforcement Directorate, Chennai. Further, as per the Honble NCLT, Hyderabad order dated 11.07.2019 declared that immovable and movable properties of Viceroy Hotels limited cant be attached by the Enforcement Directorate - Chennai when the company is under Corporate Insolvency Resolution Process ("CIRP"). Subsequently Directorate of Enforcement, Chennai has gone to High Court, Chennai vide their writ petition number: WP/29970/2019 which was declared in theirfavour. Then the resolution professionalof Viceroy Hotels Limited has approached Supreme Court vide registration number. SLP(C) no. 008259/2020 which is pending at the SupremeCourt.

d) NCLT: The Asset Reconstruction Company (India) Ltd (ARCIL) has filed plea under Sec.7 of The Insolvency and Bankruptcy code 2016 against M/s Viceroy Hotels Limited for non payment of dues and the same has been accepted by the Honble NCLT. Further proceedings are subject to NCLT order. The Resolution Professional has invited Expression of Interest from the prospective bidders for submission of Resolution Plans for revival of the Company. In terms of provisions of the Insolvency and Bankruptcy Code, 2016 (IBC) the resolution plan submitted by M/s CFM Asset Reconstruction Company Private Limited for M/s Viceroy Hotels Limited has been approved by the Committee of Creditors (COC) of the company in its 18th COC meeting and identified as a successful resolution applicant, subject to the approval of the Honble NCLT,Hyderabadbench.

As per the provisions of the Insolvency and Bankruptcy Code, 2016 (IBC) the Committee of Creditors of M/s Viceroy Hotels Limited has been approved by the resolution plan submitted by M/s CFM Asset Reconstruction Company Private Limited in its 18th COC through e-voting process identified as a successful resolution applicant, subject to approval of the Honble NCLT, Hyderabad bench.

e) Loans from Banks or Financial Institutions: During the current Financial Year, the company has not provided interest on the loans obtained from various Banks and financial Institutions which is not in accordance with generally accepted accounting principles. Confirmations from Banks/Financial Institutions are notyet received in this regard, due to the non provision of interest inthe financial statements; the financial statements maynot give a true and fairview inthis regard.

As the loans turned as Non-Operating Assets, there is no correspondence from the banks and financial institutions regarding the interest provision, hence as a result the company could not provideforthe interest expense during theyear.

f) Statutory Dues: The Company has not paid the statutory dues for a period more than 6 months is as follows as per the Books and recordsverified by us as on 31-03-2020.

Sl.No Particulars Amount In Rs.
1 TDS 3,37,42,758/-
2 ESI 36,883/-
3 PF 2,15,675/-
Total 3,39,95,316/-

The Company is in the process of clearing outstanding statutory dues.

g) Non availability of confirmations Trade Receivables, Trade Payables-In the absence of alternative corroborative evidence,we are unable to commentonthe extentto which such balances are recoverable.(Note :45)

The company is in the process of obtaining the confirmation from them.

h) Exceptional items: The management decided to written off various assets, capital work in progress etc for an amount of Rs. 291.94 crores in the F.Y 2017-18 for which there is no provision has made for such amount up to F.Y 2016-17. As there is no sufficient appropriate audit evidence for such written off, we are unable to comment on the True and Fair Value of such written off.(Refer Note No:28)

The Company has passed board resolution on 14-02-2018for Writing off various Assets, Liabilities, Incomes and Expenses.

i) In respect of investment in subsidiaries those have significant accumulated Losses as on March 31st 2019, and the Loans and advances given to those subsidiaries. The Management of the company is of the view that the 100 percent provision for made for Loss of such investments in the Profit & Loss account made during the F.Y. 2017-18 in the accompanying IND As financial statements. Inthe absence offair valuation of those investments inthe subsidiaries, we are unableto commenton the total provision made by the company in this regard. we are unable to comment upon the carrying value of these investments, recoverability of loans and advances and the consequential impact, if any on the consolidated financial statements. We are unable to comment on the provisions if any required for the corporate guarantees given to its Subsidiary Companies and the provision for interest of loans and advances given to such subsidiaries.

The company believes investments in subsidiaries has been eroded fully have made provision.

j) Tax Disputes: the company has material tax disputes with the Income Tax department as given under as per the information submitted by the management in this regard. However the company has not made provision for such dues in the financial statements for the year ending 31-03-2019. As per the information submitted by the company to us the following are the cases pending at different levels.

Name of the Statue Nature of Dues Section under which order is passed Amount (Rs) Period to which it relates Case is pending at
Income Tax Act, 1961 Income Tax 154 Rs.53,78,32,209/- A.Y 2014-15 Commissioner of Income Tax Appeals
Income Tax Act, 1961 Income Tax 143(3) Rs.9,20,44,470/- A.Y 2016-17 Commissioner of Income Tax (Appeals)
Income Tax Act, 1961 Income Tax 143(3) Rs.9,14,07,210/- A.Y 2017-18 Commissioner of Income Tax (Appeals)

ServiceTax

S- No. SCN O.R. No. OIO/OIA No. and Date Period Demand (Rs.)
1 O.R. No.95/2012-Adjn (ST) (Commr) dt.23.04.2012 OIO No.HYD-EXCUS-000- COM-21-16-17 dt.25.05.2016 2006-07 to 2010-11 7,31,65,038/-
2 O.R.No. 54/2013-Adjn (ST) (Commr) dt.18.06.2013 OIO No.HYD-EXCUS-000- COM-22-16-17 dt.25.05.2016 April, 2011 to March, 2012 2,41,663/-
3 O.R.No. 84/2013-Adjn (ST) (Commr) dt.19.05.2014 OIO No.HYD-EXCUS-000- COM-23-16-17 dt.25.05.2016 April, 2012 to June, 2012 2,85,941/-
4 O.R.No. 164/2014-Adjn (ST) (Commr) dt.26.09.2014 OIO No.HYD-EXCUS-000- COM-24-16-17 dt.25.05.2016 July, 2012 to March, 2013 26,01,002/-
5 O.R.No. 45/2015-Adjn (ST) (Commr) dt.16.04.2015 OIO No.HYD-EXCUS-000- COM-25-16-17 dt.25.05.2016 April, 2013 to March, 2014 40,29,335/-
6 O.R.No. 73/2016-Adjn (ST) (JC) dt.30.08.2016 OIA No. HYD-SVTAX-000- AP2-0236-17-18 dt.24.11.2017 July, 2012 to March, 2015 13,14,253
7 O.R No.82/2016-Adjn ST Commr. Dt.22.04.16 OIO No.07/2017-ST dt.19.05.2017 April, 2014 to March, 2015 45,26,905/-
8 F.No.DRI/CZU/HRU/26B/ ENQ-08 (INT-7)/2014 dt.29.12.2016 OIO No.68847/2019 dt.15.05.2019 2012 to 2016 3,80,41,131/-
9 C.No.V/15/12/2018- Adjn dt.24.04.2018 OIA No. HYD-EXCUS-SC-AP2 -0125-18-19 ST dt.26.03.2019 April 2015 to March 2016 20,13,146/-
10 C.No.V/15/12/2018- Adjn dt.29.10.2018 OIO No.15/2018 dt.30.01.2019 April 2016 to June 2017 15,15,857/-
11 O.R.No.57/2018-19-GST- SEC-Adjn-JC dt.15.11.2018 October 2015 to June 2017 1,25,84,491/-

Luxury Tax/Sales Tax

S- No Arrear Notice issued by office of the Assistant Commissioner(ST) Gandhinagar Circle Hyd Period Demand issue Luxury Tax 50% Paid
1 15.02.2019 2011-12 7,95,429 Dispute of Levy of Luxury Tax on Service Tax 3,97,715
2 15.02.2019 2012-13 10,77,592 Dispute of Levy of Luxury Tax on Service Tax 5,38,796
3 15.02.2019 2013-14 7,58,952 Dispute of Levy of Luxury Tax on Service Tax 3,79,476
4 15.02.2019 2010-11 to 2012-13 (upto 31.10.2012) 01.11.2012 to 30.09.2013 15,88,152 Disputed arrears against completion of Revision of Assessment U/VAT Act 0.00

It is not possible to predict the outcome of the pending litigations with accuracy, the company believes, based on legal opinions received, that it has meritorious defenses to the claims. The management believes the pending actions will not require outflow of resources embodying economic benefits and will not have a material adverse effect upon the results of the operations, cash flows orfinancial condition of the company.

k) Going Concern The above conditions indicate the existence of material uncertainties which may caste significant doubt on the Companys abilities to continue as going concern. In the event that the going concern assumption of the company is inappropriate, adjustments will have to be made as not a going concern. However the financials has not been made with such adjustments forthe F.Y2019-20.

Management believes the status of going concern is not affected and is confident of maintaining the going concern status and is undergoing the process of IBC Code, 2016. The final status can be known on approval of resolution plan.

l) The company has not appointed company secretary forthe Financial Year 2019-20, which is not in compliance of the provisions of the Companies Act 2020.

The management is putting ever effort in appointing the Company Secretaryatthe earliest.

Further the Auditors Report forthe financial year ended, 31st March, 2020 is appended herewith for your kind perusal and information.

INTERNALAUDITORS

The Board (RP) has re-appointed M/s. Sriramamurthy & Co, Chartered Accountants, as the Internal Auditors of your Company. The Internal Auditors are submitting their reports on Quarterly basis. The remuneration of internal auditors as may be mutually agreed upon between the Board (RP) of the Companyand Internal Auditors.

SECRETARIAL AUDIT

Pursuant to provisions of Section 204 of the Companies Act, 2013, read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Board (RP) has appointed Mr. A. N. Sarma, Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2019-20. The Secretarial Audit Report, pursuant to Section 204(1) of the Companies Act, 2013,forthefinancial year ended31stMarch, 2020 is given in Annexure VI attached here to and forms part of this Report.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has formulated a Whistle Blower Policy in terms of Section 177 of the Companies Act, 2013, as per Regulation 22 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Securities and Exchange Board of India (Prohibition of Insider Trading) Regulation, 2015. For the employees to report their grievances/concerns about instances of unethical behavior, actual or suspected fraud or violation of Companys Code of Conduct by means of Protected Disclosure to the Authorized Officer or the Chairman of the Audit Committee.

The vigil mechanism/whistle blower policy may be accessed on the Companys website at the link: www.vicerovhotels.in.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The details of conservation of energy are given in Management Discussion & Analysis.

FOREIGN EXCHANGE EARNINGSANDOUTGO

As required under Section 134(3)(m) of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014, the information relating to foreign exchange earnings and expenses is set out in Notes34and35of theNotestothe Financial Statements.

PARTICULARS OF CONTRACTS ORARRANGEMENTS WITH RELATED PARTY

All related party transactions that were entered into during the financial year were at an arms length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential confiict with the interest of the Company at large.

During the year, all Related Party Transactions were placed before the Audit Committee and also to the Board for approval. Prior omnibus approval of the Audit Committee was obtained for the transactions which were of a foreseen and repetitive nature.

The Policy on Related Party Transactions as approved by the Board of Directors of the Company is uploaded on the website of the Company and the same can be accessed at the link: www.viceroyhotels.in

The particulars of contracts or arrangements with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013, in Form AOC-2 and disclosures under Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed as ‘AnnexureII to this report.

INSIDER TRADING

Pursuant to SEBI (Prohibition of Insider Trading) Regulations, 2015, the code of Conduct and Code on Fair Disclosure and these code are available on the website of the company (URL: www.viceroyhotels.in).

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENTPOLICYFORTHECOMPANY INCLUDING IDENTIFICATION THEREIN OF ELEMENTS OF RISK, IFANY, WHICH IN THE OPINION OF THE BOARD MAYTHREATEN THE EXISTENCEOF THECOMPANY

The company has risk management mechanism and policy in place which mitigates the risk at appropriate situations and there are no elements of risk, which in opinion of board of directors may threaten the existence of the company.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUSANDTHE COMPANYS OPERATIONS IN FUTURE

The application filed by the Asset Reconstruction Company (India) Ltd (ARCIL) against the company under Sec. 7 of The Insolvency Bankruptcy Code 2016, has been approved by the Honorable National Company Law Tribunal, Hyderabad Bench (NCLT) dated 12th March, 2018. The Committee of Creditors meeting was conducted and a Resolution Professional was appointed.

Consequent to an order of the Honorable National Company Law Tribunal, Hyderabad Bench (NCLT) dated 12th March, 2018, the Company is currently under Corporate Insolvency Resolution Process (CIRP) as per the provisions of the Insolvency and Bankruptcy Code, 2016 (IBC) and as per Section 17 of the Code, the powers of the Board of Directors of Viceroy Hotels Limited (Corporate Debtor) stands suspended and such powers shall be vested with Mr. Karuchola Koteswara Rao, Resolution Professional.

Further there are no significant material orders passed by the Regulators which would impact the going concern status of the Company and itsfuture operations.

FIXED DEPOSITS

Your Company has not accepted any fixed deposits and as such no principal or interest was outstanding as on the date of the Balance Sheet.

MANAGEMENT DISCUSSION & ANALYSIS

The Management Discussion and Analysis as required under Schedule Vof the Listing Regulations formsan integral part of this report.

CORPORATE SOCIAL RESPONSIBILITY

The Company has not developed and implemented any Corporate Social Responsibility initiatives as section 135 and rules made there under are not applicable to the company.

CORPORATE GOVERNANCE

Your Company practices a culture that is built on core values and ethical governance practices and is committed to transparency in all its dealings. A Report on Corporate Governance along with a Certificate from the Statutory Auditors of the Company regarding compliance with the conditions of Corporate Governance as stipulated in Regulations 17 to 27, clauses (b) to (i) of sub-regulation (2) of Regulation 46 and paragraphs C, D and E of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to this Report.

HUMANRESOURCES

Your Company considers its Human Resource as the major strength to achieve its objectives. Keeping this in view, your Company takes all the care to attract, train and retain well qualified and deserving employees. The employees are sufficiently empowered and enabled to work in an environment that inspires them to achieve higher levels of performance.

The unfiinching commitment of the employees is the driving force behind fulfilling the Companys vision. Your Company appreciates the contribution of its dedicated employees.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL)ACT,2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered underthis policy.

The following is a summary of sexual harassment complaints received and disposed of during the year:

No. of Complaints received: Nil

No. of Complaints disposed of: Nil

ACKNOWLEDGMENTS

Your Directors express their sincere appreciation to the customers, members, dealers, employees, bankers, State and Central Government, Stock Exchanges and all stake holders for their co-operation and confidence reposed in the Company.

For Viceroy Hotels Limited

Place: Hyderabad
Date: 02-09-2020 Sd/- Sd/-
P. Prabhakar Reddy Karuchola Koteswara Rao
Former CMD Resolution Professional
Sd/- Sd/-
Devraj Govind Raj M.Sreedhar Singh
Former Director CEO